Exhibit 8
Form 10-KSB
Reddi Brake Supply Corporation, Inc.

                     ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement (this "Agreement") is made and
entered into as of April 29, 1997, by and among REDDIBRAKE  SUPPLY
COMPANY,  INC.,  a California corporation located at  1376  Walter
Street, Ventura, CA. 93003 ("Seller") and EXPRESS PARTS WAREHOUSE,
INC.,  a  North  Carolina corporation located 3825 Barrett  Drive,
Suite 104, Raleigh, North Carolina 27609 ("Buyer").

                            WITNESSETH

     WHEREAS, Seller has been engaged in the business of supplying
brake   systems,   chassis   components   and   other   automobile
undercarriage  parts  primarily to  automobile  repair  facilities
through   various  outlets  throughout  the  United  States   (the
"Business");

      WHEREAS,  Seller is a debtor and debtor in possession  in  a
case  under  Chapter  11 of Title 11 of the  United  States  Code,
pending  in  the  United States Bankruptcy Court for  the  Central
District  of  California, at Santa Barbara, CA.  (the  "Bankruptcy
Court") and assigned Case No. ND 97-11349-RR;

      WHEREAS,  Seller now desires to sell to the Buyer and  Buyer
wishes  to purchase substantially all of the Assets of the  Seller
utilized in the Business (the "Assets," as defined in Section 1.1.
hereof),  on the terms and conditions hereinafter set  forth  (the
"Sale");

     WHEREAS, the consummation of the Sale shall be subject to the
entry  of  an  Order  of the Bankruptcy Court,  as  set  forth  in
Sections  7.3. and 8.3. below, authorizing the Sale of the  Assets
by  the  Seller  to  the Buyer free and clear  of  all  liens  and
encumbrances  pursuant to Section 363 of the Bankruptcy  Code  and
the  assumption  and assignment to the Buyer of the  "Real  Estate
Leases", as such term is hereinafter defined, pursuant to  Section
365  of  the  Bankruptcy  Code  (the "Sale  and  Lease  Assumption
Order"); and

      NOW, THEREFORE, in consideration of the mutual covenants and
promises   contained  herein  and  for  other  good  and  valuable
consideration,  the  receipt  and adequacy  of  which  are  hereby
acknowledged,  the parties hereto, intending to be legally  bound,
hereby agree as follows:

                             ARTICLE I

                    PURCHASE AND SALE OF ASSETS

     1.1.  Transfer of Assets. Upon the terms and subject  to  the
conditions contained herein, on the "Closing Date" (as defined  in
Article  III below), Buyer shall purchase and acquire from  Seller
and Seller shall sell, convey, assign and transfer to Buyer all of
the assets utilized by the Seller in

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<PAGE>

the   operation  of  the  Business  described  below,  except  the
"Excluded  Assets" as such term is defined in Section 1.2.  below,
which  are  owned or held by the Seller on the Closing  Date.  The
Assets subject to the Sale are as follows:

      1.1.a. all of the accounts receivable (gross) of the  Seller
arising from the ordinary course of the Business existing  on  the
Seller's  books and records as of the Closing Date (the  "Accounts
Receivable");

      1.1.b.    all of the inventory owned by the Seller as of the
Closing Date (the "Inventory");

      1.1.c.  all of the real property leases held by  the  Seller
listed in Schedule 1.1.c.1. attached hereto and made a part hereof
(the  "Assumed  Leases"), except for those  real  property  leases
listed in Schedule 1.1.c.2. attached hereto and made a part hereof
(the "Excluded Leases");

       1.1.d.   all  computer  equipment  and  systems,  telephone
equipment and systems, machinery and equipment, motor vehicles and
furniture and furnishings owned by the Seller;

      1.1.e. certain items of machinery and equipment or computers
which  the  Seller holds subject to leases, as listed on  Schedule
1.l.e. which will be attached hereto and made a part hereof  prior
to May 20, 1997 (the "Leased Equipment") ;

      1.1.f.  all  names, copyrights, logos, trademarks,  computer
software, goodwill and other intellectual property rights owned by
the   Seller;  including  but  not  limited  to  the  trade  style
"ReddiBrake";

     1.1.g. those intellectual property rights, licenses and other
rights and assets held by the Seller which are subject to licenses
or  other  agreements as listed in Schedule 1.1.g. which  will  be
attached hereto and made a part hereof prior to May 20, 1997  (the
"Licensed Rights");

     1. 1.h. all personal properties, supplies, tools, post office
box,  telephone  numbers, supplier, sales and  vendor  records  of
Seller;

      1.1.i.  all rights of the Seller to that certain  promissory
note of Allen J. Sheerin to Seller; (the "Sheerin Note");

      1.1.j. all deposits and prepayments with (i) landlords  with
respect  to the Assumed Leases and (ii) utilities with respect  to
the Assumed Leases (the '"Included Deposits); and

      1.1.k.  all  rebates,  credits, cooperative  advertising  or
promotional monies due to Seller from any vendors with respect  to
the  Assets (the "Vendor Credits") which are not contested by  the
vendors  or subject to any setoff, recoupment or other  claims  or
counterclaims  of any vendors against Seller arising  out  of  the
bankruptcy proceedings or otherwise, provided that, in  the  event
Seller  has  scheduled any claim by the vendor or the  vendor  has
filed a proof of claim for any monies due such vendor from Seller,
all rights to any Vendor Credits with respect to such vendor shall
remain with Seller.

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<PAGE>

      1.2. Excluded Assets. Notwithstanding anything contained  in
Section  1.1.  hereof to the contrary, Seller is not selling,  and
Buyer is not purchasing, pursuant to this Agreement, any asset  of
Seller  not  identified as an Asset, including without  limitation
the following, all of which shall be retained by Seller:

      1.2.a.  the  Excluded Leases and all other real or  personal
property  leases  of  Seller not listed in  Schedules  1.1.c.1  or
1.1.e., respectively;

     1.2.b. all cash, cash equivalents or similar type investments
of  Seller,  such as certificates of deposit, Treasury  bills  and
other  marketable  securities  on  hand  and/or  in  banks,   bank
accounts, security or other deposits of the Seller on the  Closing
Date, except for the Included Deposits;

       1.2.c.  Seller's  corporate  seal,  minute  books,  charter
documents, corporate stock record books and such other  books  and
records  as  pertain  to  the  organization,  existence  or  share
capitalization  of Seller and duplicate copies of such  accounting
and  other  records  as Seller deems advisable  to  file  its  tax
returns and reports and for other corporate purposes;

     1.2.d. all refunds, rebates or other monies due to or held by
or  on  behalf  of  the Seller arising out of any  income,  sales,
property,  value  added, franchise, excise or any  tax  whatsoever
from any governmental taxing authority;

      1.2.e.  all  pension, profit sharing  or  cash  or  deferred
(Section 401(k)) plans and trusts and the assets thereof  and  any
other employee benefit plan or arrangement and the assets thereof,
if any maintained by Seller;

      1.2.f. all contracts of insurance and all insurance proceeds
or  claims  previously made by Seller or which may be asserted  in
the  future relating to assets, property, liabilities,  rights  or
claims  arising on behalf of the Seller prior to the Closing  Date
irrespective of when such claims are actually asserted;

      1.2.g.  any claims, causes of action and claims  for  relief
whether  or  not  asserted prior to the  Closing  Date  which  are
asserted  by  Seller in any litigation involving Seller  including
without  limitation claims arising under Title 11,  United  States
Code, but not any claims (i) arising out of breaches of express or
implied  warranties relating to any of the Assets or (ii) relating
to the Accounts Receivable;

      1.2.h.  any  books  and  records  relating  to  any  of  the
foregoing, except to the extent that Buyer wishes to make, at  its
expense, a duplicate copy of such materials in order to facilitate
its operation of the Business;

      1.2.i.  all rights of the Seller to those certain promissory
notes of Hi-Lo Automotive, Inc. to Seller; and

      1.2.j.  all  Vendor Credits and rights with respect  thereto
which  are  not included in the Assets pursuant to Section  1.1.k.
above.

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<PAGE>

                            ARTICLE II

                           CONSIDERATION

      2.1.  Payment  of  Purchase Price for  Assets.  The  initial
purchase  price for the Assets shall be the sum of (i) $6,176,582,
plus  (ii) the Real Estate Lease Assumption Payment, as such  term
is  hereinafter  defined in Section 2.4.  below,  plus  (iii)  the
Buyer's Expense Reimbursement", as such term is defined in Section
2.5. below (items (i),(ii) and (iii) hereinafter collectively  the
"Initial  Purchase Price"). Said Initial Purchase Price  shall  be
reduced  by such adjustments, if any as may be required  first  by
the  "Receivable  Adjustment", as defined in  Section  2.2.  below
(said  resulting  amount  hereinafter  defined  as  the  "Adjusted
Purchase  Price") and/or the "Inventory Adjustment" as defined  in
Section  2.3.  below.  The  Adjusted Purchase  Price,  as  further
adjusted  by the Inventory Adjustment shall be the "Final Purchase
Price". The Final Purchase Price shall be payable as follows:

      2.1.a.  Initial Deposit. Buyer shall deliver to counsel  for
the Seller, Jeffer, Mangels, Butler & Marmaro LLP ("JMBM") into an
interest  bearing  segregated account (the  "Escrow  Account")  an
initial  deposit of $50,000 upon execution of this Agreement  (the
"Initial  Deposit"). This Initial Deposit shall be held in  escrow
by  JMBM  pending consummation of the Sale or termination of  this
Agreement. Except as set forth in the following two sentences: (i)
interest  earned on all funds in the Escrow Account and the  "'BCS
Escrow  Account", as hereinafter defined (the "'Escrow  Interest")
shall be for the Seller's benefit and shall not serve to reduce or
be  applied towards the Final Purchase Price, and (ii) the Initial
Deposit  shall  be non-refundable. In the event  to  Sale  is  not
consummated, the Initial Deposit and the Escrow Interest shall  be
returned  to  the  Buyer  only  in  the  event  the  Sale  is  not
consummated solely for the following reasons:

      2.1.a.l.  failure  to obtain entry of  the  Sale  and  Lease
Assumption  Order from the Bankruptcy Court on or before  May  22,
1997 in form and substance acceptable to Buyer; or

     2.1.a.2.  breach by the Seller of its obligations hereunder.

      In  the  event the Sale is consummated, the Escrow  Interest
shall  be  delivered to the Buyer at the Closing as set  forth  in
Section 2.1.e. below.

      2.1.b.  Second Deposit. Buyer shall deliver  to  the  Escrow
Account via wire transfer, cashier's check or certified check  the
sum of $50,000 no later than the close of business on May 20, 1997
(the "Second Deposit") . This Second Deposit, shall be held in the
Escrow Account pending consummation of the Sale or termination  of
this  Agreement  and shall be non-refundable to Buyer  unless  the
Sale  is  not  consummated solely for the  reasons  set  forth  in
Sections  2.1.a.l. and 2.1.a.2. above, in which case  it  will  be
returned to Buyer.

      2.1.c.    Final Deposit. Buyer shall deliver to its counsel,
Bode,  Call  &  Stroupe,  LLP. ("BCS") into  an  interest  bearing
segregated  account (the "BCS Escrow Account") via wire  transfer,
cashier's   check   or  certified  check  the  sum   of   $400,000
concurrently with and as a condition of the entry of the Sale  and
Lease  Assumption Order (the "Final Deposit") . This Final Deposit
shall be

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<PAGE>

held in the BCS Escrow Account pending consummation of the Sale or
termination of this Agreement and shall be non-refundable to Buyer
unless  the  Sale  is not consummated solely for the  reasons  set
forth  in Sections 2.1.a.l. and 2.1.a.2. above, in which  case  it
will be returned to Buyer.

      2.1.d. Cash at Closing. Except as set forth in 2.3.b.  below
with respect to the "'Inventory and Equipment Adjustments Escrow",
at  the  Closing,  the following funds shall  be  deposited  to  a
segregated client trust account on behalf of Seller at  JMBM  (the
"Closing  Account") via wire transfer, delivery of a certified  or
bank check or other form of cash requested by Seller:

     the Initial and Second Deposit;

     (i) the Final Deposit;

       $5,676,582       less  the  "Receivable   Adjustment",   as
hereinafter defined in Section 2.2. below (the "Closing Cash");

      the  "Buyer's Real Estate Lease Payment", as  such  term  is
defined in Section 2.4. below; and

      (ii)  the  "Buyer's  Expense Reimbursement"  as  defined  in
Section 2.5. below.

     2.1.e. Application of Escrow Funds. At the Closing, JMBM with
respect  to  the Escrow Account and BCS with respect  to  the  BCS
Escrow  Account shall each be deemed to have the joint consent  of
Buyer  and  Seller to, and are hereby authorized and  directed  to
disburse  the  Initial, Second and Final Deposits to  the  Closing
Account and disburse all Escrow Interest to the Buyer.

     2.2. Accounts Receivable Adjustment. Seller shall prepare and
deliver  to Buyer no later than the close of business on  May  20,
1997  a  schedule  showing all payments made  on  account  of  the
"Opening  Accounts  Receivable" as  set  forth  in  Schedule  2.2.
attached  hereto and made a part hereof through May 19, 1997  (the
"Receivable  Payments")  .  For the purposes  hereof  the  Opening
Accounts Receivable shall be deemed to be those scheduled accounts
receivable  (gross) on the books and records of the Seller  as  of
March  17,  1997 which the parties agree aggregated to $2,314,651.
The parties agree that the Initial Purchase Price shall be reduced
dollar  for  dollar  by  the sum of the Receivable  Payments  (the
"Receivable Adjustment"). At the Closing or thereafter as the case
may  be, Seller agrees to deliver to Buyer a any proceeds received
by  it  on  account  of the opening Accounts  Receivable  and  not
reflected on Receivable Payment Schedule; provided, however,  that
Seller  need  not  deliver any such payments  received  after  the
Closing more frequently than on a bi-weekly basis.

      2.3.  Inventory  Adjustment. Subject to the limitations  set
forth  below,  the  parties agree that for the  purposes  of  this
Agreement the Adjusted Purchase Price shall be reduced dollar  for
dollar  to the extent that the "Closing Inventory", as hereinafter
defined  in Section 2.3.a. below, is more than $500,000 less  than
the  "Opening  Inventory" which for the purposes hereof  shall  be
deemed  to be $17,208,674, the gross amount of the inventories  on
the  books  and  records of the Seller as of March 17,  1997  (the
"Inventory Adjustment").

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<PAGE>

      Under no circumstances shall the of the Inventory Adjustment
to  the Adjusted Purchase Price exceed the amount of funds held in
the  "Inventory  Adjustment  Escrow"  as  hereinafter  defined  in
Section 2.3.b. below.

     2.3.a. Inventory Audit. Buyer agrees to "audit" the inventory
owned by Seller at the Closing as follows:

     2.3.a.1. the Opening Inventory shall be "'audited" at Buyer's
sole cost and expense through an actual physical count thereof  by
representatives  of  the  Buyer. Seller's representatives  may  be
present  at  such "audit" at Seller's expense. The  value  of  the
inventory  held  by the Seller on the Closing Date  shall  be  the
average  costs of the items as historically accounted for  on  the
Seller's   books   and   records  without  regards   for   damage,
marketability, or obsolescence (the "Closing Inventory").

      2.3.a.2.  the  parties agree that the audit of  the  Opening
Inventory held at the properties subject to Excluded Leases  shall
be  completed  no later than the Closing Date. The audits  of  all
other  Opening  Inventory  held at locations  subject  to  Assumed
Leases  shall  be concluded no later than the first  to  occur  of
either  (i)  45  days after the Closing Date or (ii)  as  to  each
particular property subject to an Assumed Lease the first to occur
of:  W  three  business  days prior to the  delivery  of  any  new
inventory purchased by the Buyer to such location; (y) the sale or
removal  of  Opening  Inventory from such  location;  or  (z)  the
commencement of business by Buyer from such location. Buyer  shall
deliver  to  Seller  a schedule no later than 45  days  after  the
Closing  Date of the Closing Inventory and the proposed  Inventory
Adjustment,  if any, necessitated thereby (the "Closing  Inventory
Schedule").  Seller shall have 10 business days to object  to  the
Closing Inventory or it shall be deemed accepted by the Seller. In
the  event Buyer fails to deliver such Closing Inventory  Schedule
to  Seller  within 45 days of the Closing Date, the parties  agree
that  no  Inventory Adjustment may thereafter be required and  the
Seller shall be entitled immediately to withdraw all funds held in
the  Inventory Adjustment Escrow. If Seller objects to the Closing
inventory Schedule in a timely manner, as provided above, and  the
parties cannot agree on a Inventory Adjustment, if any, within  10
business  days after the delivery of such objection, then  and  in
such  event either party may file appropriate pleadings  with  the
Bankruptcy  Court  seeking an adjudication  of  this  dispute,  by
contested matter and not by adversary proceeding.

     2.3.b. Inventory Adjustment Escrow. On the Closing Date, JMBM
shall establish a segregated interest bearing escrow account  from
the  Closing Cash equal to 10% of sum of (i) the Closing Cash plus
(ii)  the  Initial,  Second  and Final  Deposits  (the  "Inventory
Adjustment  Escrow") . The proceeds from the Inventory  Adjustment
Escrow  without interest will first be delivered to the  Buyer  to
cover  the amounts, if any, of the Inventory Adjustment  with  the
balance of such proceeds delivered to the Closing Account, and all
interest  earned thereon allocated with the disbursement  of  such
proceeds.

     Buyer's Real Estate Lease Payment. Buyer agrees to pay Seller
the  lesser  of: (i) $200,000 or (ii) 50% of the  sum  of:  W  the
amounts  actually  due by Seller pursuant to the  Sale  and  Lease
Assumption Order to cure all pre-petition and post-petition rents,
taxes and expenses on the Assumed Leases plus (y) the amounts owed
by the Seller for the aforementioned items with respect
to the Excluded Leases (the "Buyer's Real Estate Lease Payment").

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<PAGE>

     Buyer's Reimbursement of Certain Expenses. From and after the
date  of  this Agreement through the first to occur of either  the
Closing Date or the termination of the Agreement other than solely
as  a  result  as a result of the items set forth in  2.1.a.l.  or
2.1.a.2. above, Buyer agrees to pay for the following expenses:

      2.5.1.a.  premium payments in an amount not to exceed $8,000
per  week,  on  those insurance policies covering the  Assets  set
forth in Schedule 2.5.1.a. attached hereto and made a part hereof;

      2.5.1.b. all costs and expenses relating to certain overhead
items,  not to exceed $15,000 per week, as expressly set forth  in
Schedule 2.5.1.b. attached hereto and made a part hereof;

     2.5.1.c. an amount not to exceed $8,800 per week equaling all
costs  and  expenses, including salary as set forth  opposite  the
names  of  those individuals listed in Schedule 2.5.1.c.  attached
hereto  and  made  a  part  hereof (the "'Retained  Individuals"),
workers'  compensation  insurance and  health  insurance  for  any
Retained Individual who requests it; and

The  expenses  set  forth  in Sections  2.5.1.a.,  2.1.5.1.b.  and
2.5.1.c.  above  hereinafter  collectively  referred  to  as   the
"Buyer's    Expense   Reimbursement".   Said    Buyer's    Expense
Reimbursement shall be payable to Seller at the Closing or if  the
Agreement is terminated for any reason other than as set forth  on
Sections  2.1.a.l.  and  2.1.a.2.  above,  immediately  upon  such
termination.

      2.5.2. Buyer shall pay as incurred all costs and expenses of
relocating  all  Assets from properties subject  to  the  Excluded
Leases.

      2.5.3. Buyer agrees to assume all post-Closing Date rent and
other ongoing costs and expenses relating to those Excluded Leases
which  will not be terminated on or before the Closing Date for  a
period  terminating upon the last to occur of the  following:  (i)
Buyer's  abandonment  of  the premises; (ii)  termination  of  any
applicable notice period with respect to the termination  of  such
Excluded  Leases;  and (iii) termination of such  Excluded  Leases
pursuant to an order of the Bankruptcy Court or agreements between
the  landlords  and  Buyer (the "Excluded Lease Payments").  Buyer
shall be responsible for giving the landlords with respect to such
leases appropriate notice of the termination thereof.

      2.6.  Assumption of Designated Liabilities. Buyer agrees  to
assume  all post-closing liabilities and obligations with  respect
to  the  Real  Property  Leases, the License  Rights,  the  Leased
Equipment and the Excluded Lease Payments ("Assumed Liabilities").
Any obligation not expressly assumed by Buyer in the Agreement  or
the Sale and Lease Assumption Order shall remain the obligation of
the Seller, subject to the effect of the Bankruptcy Code.

       2.7.   Closing  Costs;  Transfer  Taxes.  Buyer  shall   be
responsible for and shall defend and indemnify Seller against  any
and  all  documentary transfer taxes and any sales,  use,  excise,
property or other taxes imposed by reason of the transfer  of  the
Assets provided hereunder and any
deficiency, interest or penalty asserted with respect thereto.

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<PAGE>

                            ARTICLE III

                              CLOSING

      The  Closing  of the transactions contemplated  herein  (the
"Closing")  shall be held at the offices of JMBM, 2121  Avenue  of
the  Stars,  Tenth  Floor,  Los  Angeles,  California  90067,  two
business  days  after the entry of the Sale and  Lease  Assumption
Order  on  or about 10:00 a.m. local time or such other  place  as
Seller  and  Buyer  shall  mutually agree  (the  "Closing  Date"),
provided   that   all  conditions  to  each  party's   obligations
hereunder, as set forth herein, have been satisfied by  such  date
or  waived  in  writing  by  the party intended  to  be  benefited
thereby,  and further provided that this Agreement shall terminate
if  the  Closing Date has not occurred by the date  set  forth  in
Section 11.1. hereof.

                            ARTICLE IV

             REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represent and warrant to Buyer as follows:

      4.1.  Organization  of  Seller. Seller  is  duly  organized,
validly existing and in good standing under the laws of the  state
of  its incorporation as set forth in the first paragraph of  this
Agreement.

      4.2.  Consents and Approvals. Except for those consents  set
forth  on Schedule 4.2. which will be attached hereto and  made  a
part  hereof  prior to May 20, 1997 (the "Consents"), no  consent,
approval   or   authorization  of,  or  declaration,   filing   or
registration with, any governmental or regulatory authority (other
than the Bankruptcy Court), is required to be made or obtained  by
Seller  in connection with the execution, delivery and performance
of  this  Agreement  and  the  consummation  of  the  transactions
contemplated hereby.

      4.3.  Compliance  With Laws. Seller has complied  with,  and
Seller has not received any notice that Seller is in violation of,
applicable  laws, rules, regulations that could  have  a  material
adverse effect on Buyer's use of the Assets in the Business.

      4.4.  No  Obligations  to Repair. To the  best  of  Seller's
knowledge,  Seller has complied with any order by any governmental
agency  or  any  written demand of any casualty  insurance  Seller
requiring  Seller to repair, maintain or improve the condition  of
any of the Real Property Leases.

      4.5.  Title  to  Assets;  No  Liens.  Seller  has  good  and
marketable  title to and interest in the Assets, and, except  with
respect to the Assumed Liabilities, upon the approval of the  Sale
by  the  Bankruptcy  Court  and  the  satisfaction  of  all  other
conditions to Seller's obligations hereunder, the Assets  will  be
acquired by Buyer free and clear of any lien or encumbrance.

      4.6.  Environmental  Matters, Seller  has  no  knowledge  or
information of the presence of any
illegally  stored  or maintained toxic or hazardous  materials  or
environmental  contamination  at the  properties  subject  to  the
Assumed Leases which would materially adversely affect Buyer's use
of such properties or the Assets contained therein.

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<PAGE>

      The  aforementioned representations shall terminate  at  the
Closing and shall be of no further force or effect thereafter.

                             ARTICLE V

              REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Seller as follows:

      5.1. Organization of Buyer. Buyer is duly organized, validly
existing and in good standing under the laws of the state  of  its
incorporation  as  set  forth  in  the  first  paragraph  of  this
Agreement  and has full corporate power and authority  to  conduct
its business as it is presently being conducted.

      5.2.  Authorization. Buyer has all necessary corporate power
and  authority  and  has taken all corporate action  necessary  to
enter   into   this  Agreement,  to  consummate  the  transactions
contemplated hereby and to perform its obligations hereunder. This
Agreement has been duly executed and delivered by Buyer and  is  a
legal,  valid and binding obligation of Buyer, enforceable against
Buyer in accordance with its terms.

      5.3.  No    Conflict or Violation.  Neither    the execution
and  delivery  of  this  Agreement nor the  consummation   of  the
transactions contemplated hereby will result in (a) a violation of
or  a conflict with any provision of the Articles of Incorporation
or  Bylaws of Buyer, (b) a breach of, or a default under, any term
or  provision  of  any  contract, agreement, indebtedness,  lease,
commitment,.   license,   franchise,  permit,   authorization   or
concession to which Buyer is a party which breach or default would
have  a  material  adverse  effect on the  business  or  financial
condition  of  Buyer or its ability to consummate the transactions
contemplated  hereby or (c) a violation by Buyer of  any  statute,
rule,   regulation,  ordinance,  code,  order,   judgment,   writ,
injunction, decree or award, which violation would have a material
adverse effect on the business or financial condition of Buyer  or
its ability to consummate the transactions contemplated hereby.

       5.4.  Consents  and  Approvals.  No  consent,  approval  or
authorization of, or declaration, filing or registration with, any
governmental  or regulatory authority (other than  the  Bankruptcy
Court),  is required to be made or obtained by Buyer in connection
with the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby.

      5.5.  No  Brokers. Buyer has not entered into and  will  not
enter  into any contract, agreement, arrangement, or understanding
with any person or firm which will result in the obligation to pay
any  finders'  fee,  brokerage commission, or similar  payment  in
connection with the transactions contemplated hereby.

      5.6.  Sophisticated  Purchaser.  Buyer  is  a  sophisticated
purchaser and Buyer's offer and decision to purchase the Assets is
based upon its own independent expert review and evaluation of the
Assets and such materials as are deemed relevant by Buyer and  its
agents. Except as otherwise disclosed herein in writing, Buyer has
not relied in entering into this Agreement upon any oral or

                               E-42
<PAGE>

  written  information  from Seller, or any  of  their  respective
employees,   affiliates,   agents,   legal   counsel   or    other
representatives.  Buyer  further acknowledges  that  no  employee,
agent,  legal counsel or other representative of Seller  has  been
authorized  to make, and Buyer has not relied upon, any  statement
or  representation other than those specifically set forth in this
Agreement.

      5.7. Condition of Assets. Notwithstanding anything contained
herein  to  the contrary, Buyer represents and warrants  that,  as
specified  in  Section  5.6  hereof, Buyer  has,  or  shall  have,
inspected and conducted such tests and studies of the Assets as it
elects,  and that Buyer is familiar with the general condition  of
the  Assets. Seller shall not have any responsibility or liability
with  respect  to   the condition or fitness  for  any  particular
purpose of the Assets. Buyer represents and warrants that Buyer is
acting,  and  will  act only, upon information obtained  by  Buyer
directly   from   Buyer's   own   inspection   of   the    Assets.
Notwithstanding  anything  to  the  contrary  contained  in   this
Agreement,  the suitability or lack of suitability of  the  Assets
for  the  operation of the Business by Buyer or any other proposed
or   intended  use  by  Buyer  shall  not  affect  the  rights  or
obligations of the Buyer hereunder.

                            ARTICLE VI

                   COVENANTS OF SELLER AND BUYER

     Seller and Buyer covenant with each other as follows:

      6.1.  Access to Assets. Seller shall allow Buyer at  Buyer's
expense  during regular business hours to make such inspection  of
the  business  and  properties of Seller and to inspect  and  make
copies  of  other  contracts,  books and  records  or  information
requested by Buyer and necessary for or reasonably related to  the
Assets, including historical financial information, concerning the
Business  and operations of such facilities. All such  information
shall  be  provided to Buyer in such form as such information  may
presently exist or be readily available.

      6.2. Consents and Best Efforts. As soon as practicable after
the  date  hereof, Buyer and Seller, as applicable, will  commence
all  other reasonable action required hereunder to obtain all  the
Consents  and to give all notices and make all filings  with,  any
third  parties as may be necessary to authorize, approve or permit
the full and complete sale, conveyance, assignment or transfer  of
the Assets by a date 'early enough to allow the sale hereunder  to
be  consummated by the Closing Date. Buyer shall cooperate in good
faith with Seller's efforts to obtain such Consents, including but
not limited to the prompt delivery of all agreements, information,
documents, financial data and Bankruptcy Court pleadings as may be
necessary  for the Seller to obtain the Sale and Lease  Assumption
Order.

      6.3.  Notification  of Certain Matters.  Seller  shall  give
prompt  notice  to  Buyer, and Buyer shall give prompt  notice  to
Seller,  of (i) the occurrence, or failure to occur, of any  event
which
occurrence  or failure would be likely to cause any representation
or warranty contained in this Agreement to be untrue or inaccurate
in  any  material  respect any time from the date  hereof  to  the
Closing Date and (ii) any material failure of Seller or Buyer,  as
the case may be, to comply with or satisfy any covenant, condition
or  agreement  to be complied with or satisfied by  it  hereunder.
Seller  shall give prompt notice to Buyer of any order,  judgment,
writ, injunction or decree of any court,

                               E-43
<PAGE>

 governmental agency or entity threatened against or affecting the
Assets. Each party shall use all reasonable efforts to remedy  any
material  failure  on  its  part to comply  with  or  satisfy  any
covenant,  condition or agreement to be complied with or satisfied
by it hereunder.

      6.4.  Further Assurances. Both before and after the  Closing
Date, each party will cooperate in good faith with the others  and
will  take  all  appropriate  action and  execute  any  documents,
instruments  or  conveyances of any kind which may  be  reasonably
necessary  or  advisable  to carry out  any  of  the  transactions
contemplated  hereunder.  From time to  time  after  the  Closing,
Seller will execute and deliver to Buyer such instruments of sale,
transfer,   conveyance,   assignment   and   delivery,   consents,
assurances,  powers of attorney and other instruments  as  may  be
reasonably  requested by counsel for Buyer in  order  to  vest  in
Buyer all right, title and interest of Seller in and to the Assets
and otherwise in order to carry out the purpose and intent of this
Agreement.

       6.5.  Transfer  of  Permits.  Seller  shall  use  its  best
reasonable  efforts to assist Buyer in obtaining the  transfer  of
any   existing   permit  previously  issued  to  Seller   by   any
governmental agency permitting Seller to operate the Assets.

      6.6.  Post-Closing Utilization of Certain Assets By  Seller.
Buyer agrees that for a period through and including December  31,
1997  (the "Asset Utilization Period"), Seller or Seller's  parent
corporation,  ReddiBrake  Supply, Inc. (the  "Parent"),  may  have
unlimited access to and utilize without charge by Buyer all office
related  Assets including all computers and related equipment  and
software, telephones, fax machines, copiers, desks, file cabinets,
books  and  records and office supplies located  at  the  Seller's
address   listed  in  this  Agreement;  provided  that,   Seller's
utilization of these Assets does not unduly interfere with Buyer's
access  to and utilization of the Assets on such premises. In  the
event  Buyer  moves  such  Assets  to  its  new  Western  regional
headquarters or offices prior to the first to occur  of:  (i)  the
termination of the Asset Utilization Period or (ii) both  (y)  the
confirmation  of  the  Seller's Plan  of  Reorganization  and  (z)
completion  of the winding-up of the Parent's affairs; then  Buyer
shall  provide Seller and/or Parent with the same unlimited rights
of access, up to 500 square feet of usable space, three of each of
the  following:  desks,  chairs,  telephones  and  computers,  one
facsimile  machine  and  one copier, all  without  any  charge  to
Seller,  except  a pro-rata pass through of any  rent  or  related
charges  with  respect to the space occupied by the Seller  and/or
the Parent pursuant hereto.

                            ARTICLE VII

                CONDITIONS TO SELLER'S OBLIGATIONS

      The  obligations of Seller to consummate the  Sale  and  the
other  transactions  provided  for  hereby  are  subject,  in  the
discretion  of  Seller, to the satisfaction, on or  prior  to  the
Closing Date, of each of the following conditions:

     7.1. Representations, Warranties, and Covenants. All
representations and warranties of Buyer contained in this
Agreement shall be true and correct in all material respects at
and as of the Closing Date, except as and to the extent that the
facts and conditions upon which such representations and
warranties are based are expressly required or permitted to be
changed by the

                               E-44
<PAGE>

 terms hereof, and Buyer shall have performed all obligations,
agreements and covenants required hereby to be performed by it
prior to or at the Closing Date.

      7.2. Consents. All Consents to permit Seller to transfer the
Assets  to  Buyer as contemplated hereby shall have been obtained,
unless  such consents, approvals, and waivers have been waived  by
Seller.

      7.3.  Sale and Lease Assumption Order. The Bankruptcy  Court
shall  have  entered the Sale and Lease Assumption Order  in  form
acceptable to Seller.

      7.4. No Governmental Proceedings or Litigation. No action by
any   governmental  authority  shall  have  been   instituted   or
threatened which questions the validity or legality of the Sale or
the   other  transactions  contemplated  hereby  and  which  could
reasonably  be expected materially and adversely to damage  Seller
if the transactions contemplated hereunder are consummated.

      7.5.  Certificates.  Buyer will  furnish  Seller  with  such
certificates  of  its  officers and others to evidence  compliance
with  the  conditions  set forth in this Article  VII  as  may  be
reasonably requested by Seller.

      7.6.  Corporate Documents. Seller shall have  received  from
Buyer  resolutions duly adopted by the board of directors of Buyer
approving this Agreement and the transactions contemplated hereby,
certified by Buyer's corporate secretary.

     7.7. Closing Deliveries. Buyer shall have delivered to Seller
all  of  the documents required by Section 10.2 hereof, the  Final
Deposit,  the Closing Cash, the Buyer's Real Estate Lease  Payment
and the Buyer's Expense Reimbursement.

                           ARTICLE VIII

                 CONDITIONS TO BUYER'S OBLIGATIONS

      The  obligations  of  Buyer to consummate  the  transactions
provided  for hereby are subject, in the discretion of  Buyer,  to
the  satisfaction, on or prior to the Closing Date, of each of the
following conditions:

       8.1.   Representations,  Warranties,  and  Covenants.   All
representations and warranties of Seller and Shareholder contained
in  this  Agreement  shall  be true and correct  in  all  material
respects  at  and as of the Closing Date, except  as  and  to  the
extent   that   the   facts  and  conditions   upon   which   such
representations and warranties are based are expressly required or
permitted to be changed by the terms hereof, and Seller shall have
performed  all  agreements and covenants  required  hereby  to  be
performed by it prior to or at the Closing Date.

      8.2.  Consents. All Consents to permit Seller to  effectuate
the  Sale  and  to  transfer the Assets to Buyer  as  contemplated
hereby  shall have been obtained, unless such consents, approvals,
and waivers have been waived by Buyer.

                               E-45
<PAGE>

      8.3.  Sale and Lease Assumption. The Bankruptcy Court  shall
have entered the Sale Lease Assumption Order in form and substance
acceptable to Buyer.

      8.4. No Governmental Proceedings or Litigation. No action by
any   governmental  authority  shall  have  been   instituted   or
threatened which questions the validity or legality of the Sale or
the   other  transactions  contemplated  hereby  and  which  could
reasonably be expected materially and adversely to damage Buyer or
the   Assets  if  the  transactions  contemplated  hereunder   are
consummated.

      8.5.  Certificates.  Seller will  furnish  Buyer  with  such
certificates of Seller to evidence compliance with the  conditions
set  forth in this Article VIII as may be reasonably requested  by
Buyer.

     8.6. Closing Deliveries. Seller shall have delivered to Buyer
all of the documents required by Section 10.1. hereof.

      8.7.  Financing  Contingency. Buyer shall  have  obtained  a
commitment for financing in an amount not to exceed $8,  700,  000
(the  "Financing") . Notwithstanding the foregoing, in  the  event
Buyer  does not deliver to Seller a notice of its failure  to  the
Financing  on  or  before May 16, 1997 this Financing  Contingency
shall  have been deemed to be satisfied and/or waived by the Buyer
without any further action on the part of the Seller.

      8.8.  Fixed Assets and Motor Vehicles Contingency.  Attached
hereto  and  made  a  part hereof is Schedule  8.8.  which  Seller
believes  sets  forth  all material items of furniture,  fixtures,
machinery, equipment and motor vehicles owned by the Seller as  of
the  date hereof (the "Opening FF & E"). Buyer may at Buyer's sole
cost  and  expense  "audit" the Opening FF & E through  an  actual
physical count thereof by representatives of Buyer (the ""FF  &  E
Audit").  Seller's representatives may be present at the  FF  &  E
Audit at Seller's expense. The FF & E Audit shall be completed  no
later  than May 9, 1997. In the event Buyer determines that  as  a
result of the FF & E Audit there has been a material diminution of
the  Opening FF & E, Buyer may, upon written notice (the '"FF &  E
Audit  Notice")to Seller setting forth the Opening FF & E  located
through the audit (the "Adjusted FF & E" ), delivered on or before
the  close  of business on May 9, 1997, seek a mutually  agreeable
adjustment to the Initial Purchase Price. In the event the parties
are  unable  to  agree on such adjustment to the Initial  Purchase
Price  and/or  the  Adjusted FF & E on  or  before  the  close  of
business  on  May 14, 1997, Buyer may upon notice  to  the  Seller
immediately terminate this Agreement. If no FF & E Audit Notice is
received  by Seller on or before the close of business on  May  9,
1997  or,  if  applicable, no termination notice  is  received  by
Seller  on or before the close of business on May 14, 1997,  Buyer
shall  be  deemed to have accepted the Opening FF & E as scheduled
and  Buyer's  rights  pursuant  to this  Section  shall  terminate
without any further action on the part of the Seller.

                            ARTICLE IX

                           RISK OF LOSS

                               E-46
<PAGE>

      Prior to the Closing Date, all risk of fire or casualty loss
or damage to the Assets and solely with respect to the Adjusted FF
&  E,  if  any, loss by theft shall be borne by Seller, thereafter
all such risks shall be borne by Buyer. If a portion of the Assets
whatsoever  is  destroyed or damaged by fire or  any  other  cause
prior  to  the Closing Date, Seller shall promptly give notice  to
Buyer  of  such damage or destruction and the amount of insurance,
if  any,  covering said personal property. Prior  to  the  Closing
Date,  in  consultation with Seller, Buyer shall elect whether  to
(i)  have  Seller repair, replace and restore any such damaged  or
lost  Assets  to  the reasonable satisfaction of  Buyer,  or  (ii)
accept  the  Assets  in their destroyed or damaged  condition,  in
which  event any insurance proceeds payable to Seller with respect
to  the damaged property shall be assigned to Buyer, and the  full
Purchase Price payable by Buyer for the Assets shall be paid.  If,
through no fault on the part of Buyer, the Assets are destroyed or
damaged and Seller refuses to satisfy its obligations set forth in
clause  W  or  (iii) above prior to the Closing Date,  then  Buyer
shall  have the right to terminate this Agreement and  to  a  full
return of the Initial Deposit, the Second Deposit and/or the Final
Deposit; provided that Buyer gives Seller no less than three  days
prior  written  notice with an opportunity to cure  prior  to  its
termination of this Agreement pursuant to this Section.

                             ARTICLE X

                        CLOSING DELIVERIES

      10.1.  Deliveries  by Seller. At the Closing,  Seller  shall
deliver or cause to be delivered to Buyer the following:

      10.1.a. Bills of Sale, deeds, assignments and other good and
sufficient instruments of conveyance, transfer and assignment, all
in  form  and  substance reasonably satisfactory  to  counsel  for
Buyer, as shall be effective to vest in Buyer title in and to  the
Assets;

     10.1.b.   the certificates referenced in Section 8.5. hereof;

     10.l.c. an Amendment to Seller's Certificate of Incorporation
changing Seller's name, suitable for filing with the Office of the
Secretary  of  State  of the State of California  plus  all  other
necessary documents in order to effectuate such name change;

     10.1.d.   the Sheerin Note; and

      10.1.e. a copy of the Sale and Lease Assumption Order, filed
stamped "Entered" by the Clerk of the Bankruptcy Court.

      10.2.  Deliveries  by  Buyer. At the  Closing,  Buyer  shall
deliver or cause to be delivered to Seller the following:

      10.2.a.  the  Final Deposit, the Closing Cash, Buyer's  Real
Estate Lease Payment and Buyer's Expense Reimbursement as required
under Sections 2.1.c., 2.1.d. and 2.4. and 2.5. hereof;

      10.2.b.    the  certificates and resolutions  referenced  in
Sections 7.5. and 7.6. hereof; and

                               E-47
<PAGE>

      10.2.c.  such other documents as may be required to evidence
Buyer's assumption of the Assumed Leases pursuant to Section  6.2.
above.

                            ARTICLE XI

                        TERMINATION RIGHTS

       11.1.  Termination  of  the  Agreement.  If  any  condition
precedent  to Seller's obligations hereunder is not satisfied  and
such  condition  is not waived by such party at or  prior  to  the
Closing Date, or if any condition precedent to Buyer's obligations
hereunder is not satisfied and such condition is not waived by  it
at  or prior to the Closing Date, Seller or Buyer, as the case may
be,  may  terminate this Agreement at its option by three business
days  notice  with opportunity to cure notice to the  other  party
hereto;  provided, however, in no event shall such  notice  period
either  (i)  extend past the Bankruptcy Court hearing  to  approve
this  Agreement and the transactions contemplated hereby; or  (ii)
serve  to  extend the Closing Date. Except as provided in  Section
2.1.  above, in the event of the termination of this Agreement  by
any  party as above provided, or in the event the Closing Date has
not  occurred  by May 23, 1997, no party shall have any  liability
hereunder of any nature whatsoever to the other parties, including
any  liability  for damages, unless any party is in default  under
its  obligations  hereunder, in which event the party  in  default
shall  be  liable  to the other parties for such default.  In  the
event that a condition precedent to his or its obligations is  not
satisfied, nothing contained herein shall be deemed to require any
party  to  terminate  this Agreement, rather than  to  waive  such
condition  precedent and proceed with the Closing. Notwithstanding
anything  contained herein to the contrary, this  Agreement  shall
terminate automatically if the Closing Date has not occurred on or
prior to May 23, 1997.

     11.2. Reimbursement of Buyer's Out-of-Pocket Expenses. In the
event the Agreement is terminated solely as a result of an overbid
approved by the Bankruptcy Court, Seller agrees to reimburse Buyer
up  to  but  not in excess of an aggregate amount of $620,000  for
Buyer's  actual  out-of-pocket  costs and  expenses  incurred  and
payments made as follows:

      11.2.1.    in  satisfaction  of  Buyer's  obligations  under
Section 2.5. above; and

     11.2.2.   in connection with the transactions contemplated by
this Agreement.

                            ARTICLE XII

                            NO WARRANTY

     12.1. No Side Agreements or Representations. No person acting
on  behalf  of  Seller  is authorized to make,  and  by  execution
hereof, Buyer acknowledges that no person has made any
representation,  agreement,  statement,  warranty,  guarantee   or
promise  regarding  the  Assets,  the  Sale  or  the  transactions
contemplated   herein   or  the  zoning,  construction,   physical
condition or other status of the Assets except as may be expressly
set   forth   in  this  Agreement.  No  representation,  warranty,
agreement,  statement, guarantee or promise, if any, made  by  any
person  acting on behalf of Seller which is not contained in  this
Agreement will be valid or binding on Seller.

                               E-48
<PAGE>

     12.2. "AS IS" Condition. NOTWITHSTANDING THE LIMITED SCOPE OF
SECTION  5.7.,  BUYER ACKNOWLEDGES AND AGREES THAT NEITHER  SELLER
HAS  MADE  OR  DOES  HEREBY MAKE ANY REPRESENTATIONS,  WARRANTIES,
PROMISES,  COVENANTS,  AGREEMENTS OR GUARANTIES  OF  ANY  KIND  OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT  TO
(I)  THE  VALUE OF THE ASSETS; (II) THE INCOME TO BE DERIVED  FROM
THE  ASSETS; (III) THE SUITABILITY OF THE ASSETS FOR ANY  AND  ALL
ACTIVITIES  AND USES WHICH BUYER MAY CONDUCT THEREWITH;  (IV)  THE
HABITABILITY,  MERCHANTABILITY,  MARKETABILITY,  PROFITABILITY  OR
FITNESS  FOR  A PARTICULAR PURPOSE OF THE ASSETS; (V) THE  MANNER,
QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE ASSETS; (VI) THE
NATURE,  QUALITY OR CONDITION OF THE ASSETS; (VII) THE  MANNER  OR
QUALITY  OF  THE  CONSTRUCTION OR MATERIALS, IF ANY,  INCORPORATED
INTO  THE ASSETS; (VIII) THE CONTENT, COMPLETENESS OR ACCURACY  OF
ANY  WRITTEN INFORMATION OR PRELIMINARY REPORT REGARDING TITLE  TO
OR  OF THE ASSETS: AND (IX) THE CONFORMITY OF THE IMPROVEMENTS  TO
ANY  PLANS  OR SPECIFICATIONS FOR THE ASSETS, INCLUDING ANY  PLANS
AND SPECIFICATIONS THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER.

      BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN
THE  OPPORTUNITY TO INSPECT THE ASSETS AND REVIEW INFORMATION  AND
DOCUMENTATION AFFECTING THE ASSETS, BUYER IS RELYING SOLELY ON ITS
OWN INVESTIGATION OF THE ASSETS AND REVIEW OF SUCH INFORMATION AND
DOCUMENTATION,  AND  NOT  ON ANY INFORMATION  PROVIDED  OR  TO  BE
PROVIDED BY SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY
INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE  PROVIDED
BY  OR ON BEHALF OF SELLER WITH RESPECT TO THE ASSETS WAS OBTAINED
FROM  A  VARIETY  OF  SOURCES AND THAT SELLER  HAS  NOT  MADE  ANY
INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION  AND
MAKES  NO  REPRESENTATIONS AS TO THE ACCURACY OR  COMPLETENESS  OF
SUCH  INFORMATION.  BUYER AGREES TO FULLY AND IRREVOCABLY  RELEASE
ALL  SUCH SOURCES OF INFORMATION AND PREPARERS OF INFORMATION  AND
DOCUMENTATION AFFECTING THE ASSETS WHICH WERE RETAINED  BY  SELLER
FROM  ANY AND ALL CLAIMS THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE
AGAINST  SUCH SOURCES AND PREPARERS OF INFORMATION FOR ANY  COSTS,
LOSSES, LIABILITIES, DAMAGES, EXPENSES, DEMANDS, ACTIONS OR CAUSES
OF ACTION ARISING FROM SUCH INFORMATION OR DOCUMENTATION.

      SELLER  IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL  OR
WRITTEN  STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING  TO
THE ASSETS, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE
BROKER,  AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.  BUYER  FURTHER
ACKNOWLEDGES  AND AGREES THAT TO THE MAXIMUM EXTENT  PERMITTED  BY
LAW,  THE SALE OF THE ASSETS AS PROVIDED FOR HEREIN IS MADE ON  AN
"AS  IS" CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER  HAS
NO OBLIGATION

                               E-49
<PAGE>

TO  MAKE  REPAIRS,  REPLACEMENTS OR  IMPROVEMENTS  EXCEPT  AS  MAY
OTHERWISE BE EXPRESSLY STATED HEREIN.

      BUYER  REPRESENTS, WARRANTS AND COVENANTS  TO  SELLER  THAT,
EXCEPT   FOR   SELLER'S  EXPRESS  REPRESENTATIONS  AND  WARRANTIES
SPECIFIED IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON  BUYER'S
OWN INVESTIGATION OF THE ASSETS.

      NOTHING  CONTAINED IN THIS SECTION 12.2.  SHALL  EFFECT  THE
RIGHTS  OF THE PARTIES HERETO PURSUANT TO SECTIONS 2.2., 2.3.  AND
ARTICLE IX HEREOF.

                           ARTICLE XIII

                     MISCELLANEOUS PROVISIONS

      13.1.  Assignment. Neither this Agreement  nor  any  of  the
rights  or  obligations  hereunder may be assigned  by  any  party
without  the  prior written consent of the other parties;  except,
that  Buyer  may,  without such consent, prior to  the  Bankruptcy
Court  hearing on the Sale and Lease Assumption Order  assign  all
such  rights and such obligations to any "affiliate" as such  term
is  defined  by  the Federal Securities Laws; provided  that  such
entity  shall: (y) have the financial capacity to perform  Buyer's
obligations  hereunder  and under the Sale  and  Lease  Assumption
Order  and  (z) assume all obligations and liabilities  hereunder.
Subject to the foregoing, this Agreement shall be binding upon and
inure  to  the benefit of the parties hereto and their  respective
successors and assigns, and no other person shall have any  right,
benefit or obligation hereunder.

      13.2. Notices. Unless otherwise provided herein, any notice,
request,  instruction or other document to be given  hereunder  by
any  party  to  the  others  shall be  in  writing  and  delivered
personally by messenger or courier, by facsimile, or if mailed  by
certified  or  overnight  express mail,  postage  prepaid,  return
receipt requested (such mailed notice to be effective on the first
date of attempted delivery), as follows:

          If to Seller, addressed to:

               REDDIBRAKE SUPPLY COMPANY, INC.
               1376 Walter Street
               Ventura, CA. 93003
               Attention:     Sandford T. Waddell
                         Interim Chief Executive Officer
               Facsimile No. (805) 644-4347

               With a copy to:

               Jeffer, Mangels, Butler & Marmaro LLP
               2121 Avenue of the Stars 10th Floor
               Los Angeles, CA. 90067
               Attention: Joseph A. Eisenberg P.C.

                               E-50
<PAGE>

               Facsimile No. (310) 785-5357

               If to Buyer, addressed to:

               Express Parts Warehouse, Inc.
               3825 Barrett Drive, Suite 104
               Raleigh, North Carolina 27609
               Attention:     Edward Slavin
                         President
               Facsimile:     (919) 786-2766

               With a copy to:

               Bode, Call & Stroupe, LLP.
               2626 Glenwood Avenue
               Raleigh, North Carolina 27608
               Attention: Odes Stroupe, Esq.
               Facsimile: (919)881-9548

               If to Escrow Agent, addressed to:

               Jeffer, Mangels, Butler & Marmaro LLP
               2121 Avenue of the Stars, 10th Floor
               Los Angeles, California 90067
               Attention: Joseph A. Eisenberg P.C.
               Facsimile No. (310) 785-5357

or to such other place and with such other copies as any party may
designate as to himself or itself by written notice to the others.

      13.3.  Choice of Law; Jurisdiction. This Agreement shall  be
construed, interpreted and the rights of the parties determined in
accordance with the laws of the State of California without giving
effect  to  the  choice  of law principles  thereof.  The  parties
further agree that the sole and exclusive forum for the resolution
of  any  dispute  arising out of or relating to their  rights  and
obligations hereunder shall be the Bankruptcy Court.

      13.4. Entire Agreement; Amendments and Waivers. Except  with
respect to the Sale Order
and  the  Lease Order the terms of which shall not be modified  by
this  Agreement, this Agreement, together with all  Schedules  and
Exhibits  hereto,  constitutes  the  entire  agreement  among  the
parties pertaining to the subject matter hereof and supersedes all
prior  agreements, understandings, negotiations  and  discussions,
whether   oral   or  written,  of  the  parties.  No   supplement,
modification  or waiver of this Agreement shall be binding  unless
executed in writing by the party to be bound thereby. No waiver of
any  of the provisions of this Agreement shall be deemed or  shall
constitute a waiver of any other provision hereof (whether or  not
similar),  nor  shall such waiver constitute a  continuing  waiver
unless otherwise expressly provided.

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<PAGE>

      13.5.  Multiple Counterparts. This Agreement may be executed
in  one  or  more counterparts, by original signatures, copies  or
signatures delivered by facsimile each of which shall be deemed an
original, but all of which together shall constitute one  and  the
same instrument.

     13.6. Expenses. Except as set forth in Sections 2.3. and 2.5.
hereof,  each  party  hereto shall be solely responsible  for  all
costs   and  expense  incurred  by  it  in  connection  with   the
negotiation  and preparation of this Agreement and  the  documents
contemplated   hereby   and   completion   of   the   transactions
contemplated thereby.

      13.7.  Invalidity. In the event that any one or more of  the
provisions  contained in this Agreement or in any other instrument
referred  to herein, shall, for any reason, be held to be invalid,
illegal  or  unenforceable in any respect,  then  to  the  maximum
extent   permitted   by  law,  such  invalidity,   illegality   or
unenforceability  shall  not affect any other  provision  of  this
Agreement or any other such instrument.

      13.8.  Titles.  The  titles, captions  or  headings  of  the
Articles  and  Sections  herein are inserted  for  convenience  of
reference  only and are not intended to be a part of or to  affect
the meaning or interpretation of this Agreement.

      13.9. Attorneys' Fees. Should any party hereto institute any
action  or proceeding at law or in equity to enforce any provision
of  this Agreement, including an action for declaratory relief, or
for  damages  by reason of an alleged breach of any  provision  of
this Agreement, or otherwise in connection with this Agreement, or
any  provision hereof, the prevailing party shall be  entitled  to
recover  from  the  losing party or parties reasonable  attorneys'
fees  and  costs for services rendered to the prevailing party  in
such action or proceeding.

     13.10. Incorporation by Reference. All Exhibits and Schedules
attached  hereto  or  to be delivered in connection  herewith  are
incorporated herein by this reference.

     13.11. No Third Party Beneficiaries. Nothing herein expressed
or  implied  is intended or shall be construed to confer  upon  or
give  to  any person or entity other than the parties  hereto  and
their  successors  or permitted assigns, any  rights  or  remedies
under or by reason of this Agreement.

      13.12. Rule of Construction. Each party and counsel for each
party  have  reviewed  this Agreement. The parties  hereto  hereby
agree that the normal rule of construction, which requires a court
to  resolve any ambiguities against the drafting party, shall  not
apply in interpreting this
Agreement.

      IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement  to be duly executed, either individually  or  on  their
respective  behalf  by  their respective officers  thereunto  duly
authorized, all as of the day and year first above written.

                         REDDIBRAKE SUPPLY COMPANY, INC.

                         By: /s/ Sandford T. Waddell
                         Title: Interim Chief

                               E-52
<PAGE>

                         Executive Officer

                         EXPRESS PARTS WAREHOUSE, INC

                         By: Edward Slavin
                         Title: President

                               E-53
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